The Federal Trade Commission ("FTC") on June 27 issued
a proposed rule pursuant to which it would amend its
Hart-Scott-Rodino Act ("HSR") form and instructions and
in so doing make major "top-to-bottom" changes for the
first time in 45 years.
If finalized, the changes will transform the merger review
process and significantly impact parties seeking to undertake
transactions subject to HSR review, and will almost certainly
result in more transactions being subject to investigation and
challenged by the FTC and the Department of Justice.
By way of background, the HSR establishes a pre-merger
notification scheme for certain transactions.1 In
summary, the regime includes two key requirements: (1) that firms
proposing a merger submit an HSR Form providing the FTC and the
Antitrust Division of the Justice Department (the
"Agencies") with information to assess preliminarily
whether a merger may violate the antitrust laws, and (2) that these
firms wait, typically for 30
